I don't want clever conversation I never want to work that hard I just want someone that I can talk to I want you just the way you are.

"Just The Way You Are" is the song that made Billy an international superstar. It won both Song of the Year and Record of the Year at the Grammys (1978) and was probably the most frequently played song on the radio in 1977. Millions of newlywed couples played it at their weddings.

It is a classic. It remains Billy Joel's most covered song, along with "New York State of Mind." The gradually descending bass line of diminished 7ths chords, coupled with producer

Don't go changing, to try and please meYou never let me down beforeDon't imagine you're too familiarAnd I don't see you anymore

I would not leave you in times of troubleWe never could have come this farI took the good times, I'll take the bad timesI'll take you just the way you are

Don't go trying some new fashionDon't change the color of your hairYou always have my unspoken passionAlthough I might not seem to care

I don't want clever conversationI never want to work that hardI just want someone that I can talk toI want you just the way you are.

I need to know that you will always beThe same old someone that I knewWhat will it take till you believe in meThe way that I believe in you.

I said I love you and that's foreverAnd this I promise from the heartI could not love you any betterI love you just the way you are.

I don't want clever conversationI never want to work that hardI just want someone that I can talk toI want you just the way you are.

Phil Ramone's soft Latin-like samba beat (played in part by Liberty Devitto of course) and Phil Woods' beautiful sax solo make the song irresistible, even sublime. Click here to read about how it was put together, from an interview of Billy by Jazz Wax (Mark Myers).

And the sentiment behind Billy's lyrics still rings true. The lyrics are sincere and clever at the same time. In a time of turbulent change, "Just The Way You Are," struck a chord with people who wanted to be accepted and loved for being just the way they were. Each verse is unique, none are repeated until the end (rare in a pop song), and each expresses a heartfelt sentiment. The song almost didn't make it on the album as Billy and his bandmates thought it was too sappy, a "chick song" as Billy said. But singers Linda Ronstadt and Phoebe Snow (photo below), who were visiting Billy in the recording studio, urged him to keep it on the album.

Jazz saxophonist Phil Woods. His solo on "Just The Way You Are" helped make it Record of the Year. Photo from Wikimedia Commons (1978).

Billy and Phoebe Snow who urged him to keep the song on the album. Photo: Sheri Lynn Behr.

The enormous popularity of the song caused many critics to unfairly peg Billy as a balladeer, another soft rock sensitive guy like Barry Manilow or Neil Diamond, although Billy's roots were always in rock and pop. A critical backlash began to develop against the song and Billy, who was enjoying worldwide publicity and recognition for the first time. Some critics mocked the song as maudlin or "lounge" music. But both Billy and the song have stood the test of time (in contrast, where is Barry Manilow). That's why it is a classic.

Billy discusses how the music came to him one day, and also how the lyrics have sometimes been misinterpreted, from SiriusXM. Click on player above.

Beautiful acoustic cover of "Just The Way You Are" by Naudo. This is very impressive.

Jazz vocalist Diana Krall did a lovely cover of the song in 2002, which apparently was used in the movie The Guru.

Billy performs the song on SNL in 1977.

Legendary producer Phil Ramone explains how 10cc's "I'm Not In Love" influenced "Just The Way You Are."

The New Zealand band Twinset performs the song as a jazzy duet.

Billy's daughter Alexa Ray performs the song on the Katie Couric show in 2013.

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All music and lyrics by Billy Joel, except as noted. This is an unofficial fan site providing information and commentary on Billy Joel's music. It is not affiliated, endorsed, or sponsored by Billy Joel, Sony Music, Columbia Records, Maritime Music, or any Billy Joel organization. Billy Joel's official site is at BillyJoel.com.